Application of Amounts. So long as no Event of Default has occurred and is continuing (after giving effect to the application of funds in accordance herewith on the relevant date) and a Turbo Period is not occurring, on each Interest Payment Date, all amounts in the Collection Account and in the Lockbox Account and all amounts (if any) in the Reserve Account in excess of the Reserve Account Funding Requirement as of such day shall be applied by the Paying Agent based on the Monthly Servicing Report as follows: (i) first, to Company, on a pari passu basis, (A) amounts sufficient for Company to maintain its limited liability company existence and to pay similar expenses up to an amount not to exceed $1,000 in any Fiscal Year, and only to the extent not previously distributed to Company during such Fiscal Year pursuant to clause (xiii) below, and (B) to pay any accrued and unpaid Servicing Fees (provided, however, that the amount of any Successor Servicer Fees payable to a Successor Servicer under this clause (i) shall not exceed $225,000 in any calendar month); (ii) second, on a pari passu basis, (A) to Company to pay any accrued and unpaid Backup Servicing Fees and any accrued and unpaid fees and expenses of the Custodian and the Controlled Account Bank (in respect of the Controlled Accounts), (B) to Administrative Agent to pay any costs, fees or indemnities then due and owing to Administrative Agent under the Credit Documents, (C) to Collateral Agent to pay any costs, fees or indemnities then due and owing to Collateral Agent under the Credit Documents and (D) to Paying Agent to pay any costs, fees or indemnities then due and owing to Paying Agent under the Credit Documents; provided, however, that (1) the aggregate amount of costs, fees or indemnities payable to Administrative Agent, Collateral Agent and Paying Agent pursuant to this clause (ii) shall not exceed $450,000 in any Fiscal Year, and (2) the aggregate amount of Backup Servicing Fees payable under this clause (ii) shall not exceed $200,000 in any Fiscal Year; (iii) third, on a pro rata basis, to each Class A Managing Agent, the amount of accrued interest calculated in accordance with Section 2.5(a)(i) on the Class A Revolving Loans owing to its related Class A Revolving Lenders; (iv) fourth, on a pro rata basis, to Class A Managing Agents in an amount necessary to reduce any Class A Borrowing Base Deficiency to zero; (v) fifth, on a pro rata basis, to the Class A Managing Agents to pay any Liquidation Fees, costs and other fees on the Class A Revolving Loans and expenses payable pursuant to the Credit Documents; (vi) sixth, to the Class B Agent for further distribution on a pro rata basis to the Class B Revolving Lenders to pay any Liquidation Fees, costs and other fees, and accrued interest calculated in accordance with Section 2.5(a)(ii) on the Class B Revolving Loans and expenses payable pursuant to the Credit Documents; (vii) seventh, to the Class B Agent for further distribution on a pro rata basis to the Class B Revolving Lenders in an amount necessary to reduce any Class B Borrowing Base Deficiency to zero; (viii) eighth, to pay to Administrative Agent, Collateral Agent or Paying Agent any costs, fees or indemnities not paid in accordance with clause (ii) above; (ix) ninth, to pay (A) any accrued and unpaid Servicing Fees payable to a Successor Servicer not paid in accordance with clause (i) above, and (B) any accrued and unpaid Backup Servicing Fees not paid in accordance with clause (ii) above; (x) tenth, to the Reserve Account an amount equal to any Reserve Account Funding Amount; (xi) eleventh, to pay all other Obligations or any other amount then due and payable hereunder; (xii) twelfth, at the election of Company, on a pro rata basis, to the Class A Managing Agents or to the Class B Agent for further distribution on a pro rata basis to the Class B Revolving Lenders, as applicable, to repay the principal of the Class A Revolving Loans or the Class B Revolving Loans, respectively, provided, that each repayment of the Class B Revolving Loans shall be in a minimum amount of $100,000; and (xiii) thirteenth, prior to the Revolving Commitment Termination Date, and provided that no Borrowing Base Deficiency would occur after giving effect to such distribution, any remainder to Company or as Company shall direct consistent with Section 6.5.
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Samples: Credit Agreement (On Deck Capital, Inc.), Credit Agreement (On Deck Capital, Inc.)
Application of Amounts. So long as no Event of Default has occurred and is continuing (after giving effect to the application of funds in accordance herewith on the relevant date) and a Turbo Period is not occurring, on each Interest Payment Date, all amounts in the Collection Account and in the Lockbox Account and all amounts (if any) in the Reserve Account in excess of the Reserve Account Funding Requirement as of such day shall be applied by the Paying Agent based on the Monthly Servicing Report as follows:
(i) first, to Company, on a pari passu basis, (A) amounts sufficient for Company to maintain its limited liability company existence and to pay similar expenses up to an amount not to exceed $1,000 in any Fiscal Year, and only to the extent not previously distributed to Company during such Fiscal Year pursuant to clause (xiii) below, and (B) to pay any accrued and unpaid Servicing Fees (provided, however, that the amount of any Successor Servicer Fees payable to a Successor Servicer under this clause (i) shall not exceed $225,000 in any calendar month)Fees;
(ii) second, on a pari passu basis, (A) to Company to pay any accrued and unpaid Backup Servicing Fees and any accrued and unpaid fees and expenses of the Custodian and the Controlled Account Bank (in respect of the Controlled Accounts), (B) to Administrative Agent to pay any costs, fees or indemnities then due and owing to Administrative Agent under the Credit Documents, (C) to Collateral Agent to pay any costs, fees or indemnities then due and owing to Collateral Agent under the Credit Documents and (D) to Paying Agent to pay any costs, fees or indemnities then due and owing to Paying Agent under the Credit Documents; provided, however, that (1) the aggregate amount of costs, fees or indemnities payable to Administrative Agent, Collateral Agent and Paying Agent pursuant to this clause (ii) shall not exceed $450,000 in any Fiscal Year, and (2) the aggregate amount of Backup Servicing Fees payable under this clause (ii) shall not exceed $200,000 in any Fiscal Year;
(iii) third, on a pro rata basis, to each Class A Managing Agent, the amount of accrued interest calculated in accordance Agent Senior Interest with Section 2.5(a)(i) on the respect to such Class A Revolving Loans owing to its related Class A Revolving LendersManaging Agent for such Interest Payment Date;
(iv) fourth, on a pro rata basis, to Class A Managing Agents in an amount necessary to reduce any Class A Borrowing Base Deficiency to zero;
(v) fifth, on a pro rata basis, to each Class A Managing Agent Subordinated Interest with respect to such Class A Managing Agent for such Interest Payment Date;
(vi) sixth, on a pro rata basis, to the Class A Managing Agents to pay any Liquidation Fees, costs and other fees on the Class A Revolving Loans and expenses payable pursuant to the Credit Documents;
(vivii) sixthseventh, to the Class B Agent for further distribution on a pro rata basis to the Class B Revolving Lenders to pay any Liquidation Feescosts, costs and other fees, and accrued interest calculated in accordance with Section 2.5(a)(ii) on the Class B Revolving Loans and expenses payable pursuant to the Credit Documents;
(viiviii) seventheighth, to the Class B Agent for further distribution on a pro rata basis to the Class B Revolving Lenders in an amount necessary to reduce any Class B Borrowing Base Deficiency to zero;
(viiiix) eighth, ninth to pay to Administrative Agent, Collateral Agent or Paying Agent any costs, fees or indemnities not paid in accordance with clause (ii) above;
(ix) ninth, to pay (A) any accrued and unpaid Servicing Fees payable to a Successor Servicer not paid in accordance with clause (i) above, and (B) any accrued and unpaid Backup Servicing Fees not paid in accordance with clause (ii) above;
(x) tenth, to the Reserve Account an amount equal to any Reserve Account Funding Amount;
(xi) eleventh, to pay all other Obligations or any other amount then due and payable hereunder;
(xii) twelfth, at the election of Company, on a pro rata basis, to the Class A Managing Agents or to the Class B Agent for further distribution on a pro rata basis to the Class B Revolving Lenders, as applicable, to repay the principal of the Class A Revolving Loans or the Class B Revolving Loans, respectively, provided, that each repayment of the Class B Revolving Loans shall be in a minimum amount of $100,000; and
(xiii) thirteenth, prior to the Revolving Commitment Termination Date, and provided that no Borrowing Base Deficiency would occur after giving effect to such distribution, any remainder to Company or as Company shall direct consistent with Section 6.5.
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Application of Amounts. So long as no (a) Subject to the Intercreditor Agreement, on each Payment Date prior to the Conversion Date, the Lender shall apply the Free Cash Flow received by it, if any to pay the following amounts in the following priority:
(1) to the Lender, any Interest Arrearage for such Payment Date;
(2) to the Lender, the Accrued Interest for such Payment Date;
(3) to the Lender, any amount payable to the Lender pursuant to Sections 5.1(a)(i), 6.2, 8.15, 14.3 and 15 hereof;
(4) to the Borrower, any amount remaining.
(b) Subject to the Intercreditor Agreement, on each Payment Date on or after the Conversion Date, provided that an Event of Default has not occurred and is continuing (after giving effect hereunder, the Lender shall apply all Free Cash Flow received by it, if any, to pay the application of funds in accordance herewith on the relevant date) and a Turbo Period is not occurring, on each Interest Payment Date, all following amounts in the Collection Account and in the Lockbox Account and all amounts (if any) in the Reserve Account in excess of the Reserve Account Funding Requirement as of such day shall be applied by the Paying Agent based on the Monthly Servicing Report as followsfollowing priority:
(i1) first, to Company, on a pari passu basis, (A) amounts sufficient for Company to maintain its limited liability company existence and to pay similar expenses up to an amount not to exceed $1,000 in any Fiscal Year, and only to the extent not previously distributed to Company during Lender, any Interest Arrearage for such Fiscal Year pursuant to clause (xiii) below, and (B) to pay any accrued and unpaid Servicing Fees (provided, however, that the amount of any Successor Servicer Fees payable to a Successor Servicer under this clause (i) shall not exceed $225,000 in any calendar month)Payment Date;
(ii) second, on a pari passu basis, (A2) to Company to pay any accrued and unpaid Backup Servicing Fees and any accrued and unpaid fees and expenses of the Custodian and Lender, the Controlled Account Bank (in respect of the Controlled Accounts), (B) to Administrative Agent to pay any costs, fees or indemnities then due and owing to Administrative Agent under the Credit Documents, (C) to Collateral Agent to pay any costs, fees or indemnities then due and owing to Collateral Agent under the Credit Documents and (D) to Paying Agent to pay any costs, fees or indemnities then due and owing to Paying Agent under the Credit Documents; provided, however, that (1) the aggregate amount of costs, fees or indemnities payable to Administrative Agent, Collateral Agent and Paying Agent pursuant to this clause (ii) shall not exceed $450,000 in any Fiscal Year, and (2) the aggregate amount of Backup Servicing Fees payable under this clause (ii) shall not exceed $200,000 in any Fiscal YearTerm Loan Monthly Principal;
(iii3) third, on a pro rata basis, to each Class A Managing Agentthe Lender, the amount of accrued interest calculated in accordance with Section 2.5(a)(i) on the Class A Revolving Loans owing to its related Class A Revolving LendersAccrued Interest for such Payment Date;
(iv4) fourthto the Lender, on a pro rata basis, to Class A Managing Agents in an amount necessary to reduce any Class A Borrowing Base Deficiency to zeroTerm Loan Monthly Principal Arrearage;
(v5) fifth, on a pro rata basis, to the Class A Managing Agents to pay any Liquidation Fees, costs and other fees on the Class A Revolving Loans and expenses payable pursuant to the Credit DocumentsReserved;
(vi6) sixth, to the Class B Agent for further distribution on a pro rata basis to the Class B Revolving Lenders to pay Lender, any Liquidation Fees, costs and other fees, and accrued interest calculated in accordance with Section 2.5(a)(ii) on the Class B Revolving Loans and expenses payable pursuant to the Credit DocumentsUnscheduled Principal Payments;
(vii7) seventh, to the Class B Agent for further distribution on a pro rata basis to Lender, any amount remaining until all of the Class B Revolving Lenders in an amount necessary to reduce any Class B Borrowing Base Deficiency to zero;
(viii) eighth, to pay to Administrative Agent, Collateral Agent or Paying Agent any costs, fees or indemnities not then-outstanding Obligations are paid in accordance with clause (ii) above;
(ix) ninth, to pay (A) any accrued and unpaid Servicing Fees payable to a Successor Servicer not paid in accordance with clause (i) above, and (B) any accrued and unpaid Backup Servicing Fees not paid in accordance with clause (ii) above;
(x) tenth, to the Reserve Account an amount equal to any Reserve Account Funding Amount;
(xi) eleventh, to pay all other Obligations or any other amount then due and payable hereunder;
(xii) twelfth, at the election of Company, on a pro rata basis, to the Class A Managing Agents or to the Class B Agent for further distribution on a pro rata basis to the Class B Revolving Lenders, as applicable, to repay the principal of the Class A Revolving Loans or the Class B Revolving Loans, respectively, provided, that each repayment of the Class B Revolving Loans shall be in a minimum amount of $100,000full; and
(xiii) thirteenth, prior 8) any amounts remaining to the Revolving Commitment Termination DateBorrower.
(c) In the event that an Event of Default has occurred, amounts received by the Lender pursuant to this Section will instead be applied in accordance with the priorities set forth in Section 14.3(b).
(d) Nothing herein (except Section 14.5 hereof and provided that no Borrowing Base Deficiency would occur after giving effect the Intercreditor Agreement) shall in any way limit Lender's rights with respect to such distribution, any remainder to Company or as Company shall direct consistent with Section 6.5Collateral upon an Event of Default.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Security Agreement (National Auto Finance Co Inc)
Application of Amounts. So long as no Event of Default has occurred and is continuing (after giving effect to the application of funds in accordance herewith on the relevant date) and a Turbo an Early Amortization Period is not then occurring, on each Interest Payment Date, all amounts in the Collection Account and in the Lockbox Account and all amounts (if any) in the Reserve Account in excess of the Reserve Account Funding Requirement as of such the last day of the related Interest Period shall be applied by the Paying Agent based on the Monthly Servicing Report as follows:
(i) first, to Company, on a pari passu basis, (A) amounts sufficient for Company to maintain its limited liability company existence and to pay similar expenses up to an amount not to exceed $1,000 in any Fiscal Year, and only to the extent not previously distributed to Company during such Fiscal Year pursuant to clause (xiii) below, and (B) to pay any accrued and unpaid Servicing Fees (provided, however, that the amount of any Successor Servicer Fees payable to a Successor Servicer under this clause (i) shall not exceed $225,000 in any calendar month);
(ii) second, on a pari passu basis, (A) to Company to pay any accrued and unpaid Backup Servicing Fees and any accrued and unpaid fees and expenses of the Custodian and the Controlled Account Bank (in respect of the Controlled Accounts), (B) to Administrative Agent to pay any costs, fees or indemnities then due and owing to Administrative Agent under the Credit Documents, (C) to Collateral Agent to pay any costs, fees or indemnities then due and owing to Collateral Agent under the Credit Documents and (D) to Paying Agent to pay any costs, fees or indemnities then due and owing to Paying Agent under the Credit Documents; provided, however, that (1) the aggregate amount of costs, fees or indemnities payable to Administrative Agent, Collateral Agent and Paying Agent pursuant to this clause (ii) shall not exceed $450,000 in any Fiscal Year, and (2) the aggregate amount of Backup Servicing Fees payable under this clause (ii) shall not exceed $200,000 in any Fiscal Year;
(iii) third, on a pro rata basis, to each the Administrative Agent for the benefit of the Class A Managing AgentRevolving Lenders, the amount of accrued interest calculated in accordance with Section 2.5(a)(i) on the Class A Revolving Loans owing to its related the Class A Revolving Lenders;
(iv) fourth, on a pro rata basis, to the Administrative Agent for the benefit of the Class A Managing Agents Revolving Lenders, (A) prior to the Interest Payment Date immediately succeeding the 2d Anniversary Date, in an amount necessary to reduce any Class A Borrowing Base Deficiency to zero, or (B) on or after the Interest Payment Date immediately succeeding the 2d Anniversary Date, in an amount equal to the greater of (1) an amount necessary to reduce any Class A Borrowing Base Deficiency to zero, and (2) all Collections received during the immediately preceding Monthly Period solely to the extent received following the 2d Anniversary Date and that were applied by the Servicer to reduce the Outstanding Principal Balance of the Pledged Receivables in accordance with the Servicing Agreement;
(v) fifth, on a pro rata basis, to the Administrative Agent for the benefit of the Class A Managing Agents Revolving Lenders to pay any Liquidation Fees, costs and other fees on the Class A Revolving Loans and expenses payable pursuant to the Credit Documents;
(vi) sixth, to the Class B Agent for further distribution on a pro rata basis to the Class B Revolving Lenders to pay any Liquidation Fees, costs and other fees, and accrued interest calculated in accordance with Section 2.5(a)(ii) on the Class B Revolving Loans and expenses payable pursuant to the Credit Documents;
(vii) seventh, on a pro rata basis, to the Class B Agent for further distribution on a pro rata basis to the Class B Revolving Lenders to repay principal on the Class B Loans (A) prior to the Interest Payment Date immediately succeeding the 2d Anniversary Date, in an amount necessary to reduce any Class B Borrowing Base Deficiency to zero;
, or (B) on or after the Interest Payment Date immediately succeeding the 2d Anniversary Date, in an amount equal to the greater of (1) an amount necessary to reduce any Class B Borrowing Base Deficiency to zero, and (2) all Collections received during the immediately preceding Monthly Period solely to the extent received following the 2d Anniversary Date and that were applied by the Servicer to reduce the Outstanding Principal Balance of the Pledged Receivables in accordance with the Servicing Agreement; (viii) eighth, to pay to Administrative Agent, Collateral Agent or Paying Agent any costs, fees or indemnities not paid in accordance with clause (ii) above;
(ix) ninth, to pay (A) any accrued and unpaid Servicing Fees payable to a Successor Servicer not paid in accordance with clause (i) above, and (B) any accrued and unpaid Backup Servicing Fees not paid in accordance with clause (ii) above;
(x) tenth, to the Reserve Account an amount equal to any Reserve Account Funding Amount;
(xi) eleventh, to pay all other Obligations or any other amount then due and payable hereunder;
(xii) twelfth, at the election of Company, on a pro rata basis, to the Class A Managing Agents or to the Class B Agent for further distribution on a pro rata basis to the Class B Revolving Lenders, as applicable, to repay the principal of the Class A Revolving Loans or the Class B Revolving Loans, respectively, provided, that each repayment of the Class B Revolving Loans shall be in a minimum amount of $100,000; and
(xiii) thirteenth, prior to the Revolving Commitment Termination Date, and provided that no Borrowing Base Deficiency would occur after giving effect to such distribution, any remainder to Company or as Company shall direct consistent with Section 6.5.
Appears in 1 contract
Application of Amounts. So long as no Event of Default has occurred and is continuing (after giving effect to the application of funds in accordance herewith on the relevant date) and a Turbo an Early Amortization Period is not then occurring, on each Interest Payment Date, all amounts in the Collection Account and in the Lockbox Account and all amounts (if any) in the Reserve Account in excess of the Reserve Account Funding Requirement as of such the last day of the related Interest Period shall be applied by the Paying Agent based on the Monthly Servicing Report as follows:
(i) first, to Company, on a pari passu basis, (A) amounts sufficient for Company to maintain its limited liability company existence and to pay similar expenses up to an amount not to exceed $1,000 in any Fiscal Year, and only to the extent not previously distributed to Company during such Fiscal Year pursuant to clause (xiii) below, and (B) to pay any accrued and unpaid Servicing Fees (provided, however, that the amount of any Successor Servicer Fees payable to a Successor Servicer under this clause (i) shall not exceed $225,000 in any calendar month);
(ii) second, on a pari passu basis, (A) to Company to pay any accrued and unpaid Backup Servicing Fees and any accrued and unpaid fees and expenses of the Custodian and the Controlled Account Bank (in respect of the Controlled Accounts), (B) to Administrative Agent to pay any costs, fees or indemnities then due and owing to Administrative Agent under the Credit Documents, (C) to Collateral Agent to pay any costs, fees or indemnities then due and owing to Collateral Agent under the Credit Documents and (D) to Paying Agent to pay any costs, fees or indemnities then due and owing to Paying Agent under the Credit Documents; provided, however, that (1) the aggregate amount of costs, fees or indemnities payable to Administrative Agent, Collateral Agent and Paying Agent pursuant to this clause (ii) shall not exceed $450,000 in any Fiscal Year, and (2) the aggregate amount of Backup Servicing Fees payable under this clause (ii) shall not exceed $200,000 in any Fiscal Year;
(iii) third, on a pro rata basis, to each the Administrative Agent for the benefit of the Class A Managing AgentRevolving Lenders, the amount of accrued interest calculated in accordance with Section 2.5(a)(i) on the Class A Revolving Loans owing to its related the Class A Revolving Lenders;
(iv) fourth, on a pro rata basis, to the Administrative Agent for the benefit of the Class A Managing Agents Revolving Lenders, (A) prior to the Interest Payment Date immediately succeeding the 2d Anniversary Date, in an amount necessary to reduce any Class A Borrowing Base Deficiency to zero, or (B) on or after the Interest Payment Date immediately succeeding the 2d Anniversary Date, in an amount equal to the greater of (1) an amount necessary to reduce any Class A Borrowing Base Deficiency to zero, and (2) all Collections received during the immediately preceding Monthly Period solely to the extent received following the 2d Anniversary Date and that were applied by the Servicer to reduce the Outstanding Principal Balance of the Pledged Receivables in accordance with the Servicing Agreement;
(v) fifth, on a pro rata basis, to the Administrative Agent for the benefit of the Class A Managing Agents Revolving Lenders to pay any Liquidation Fees, costs and other fees on the Class A Revolving Loans and expenses payable pursuant to the Credit Documents;
(vi) sixth, to the Class B Agent for further distribution on a pro rata basis to the Class B Revolving Lenders to pay any Liquidation Fees, costs and other fees, and accrued interest calculated in accordance with Section 2.5(a)(ii) on the Class B Revolving Loans and expenses payable pursuant to the Credit Documents;
(vii) seventh, on a pro rata basis, to the Class B Agent for further distribution on a pro rata basis to the Class B Revolving Lenders to repay principal on the Class B Loans (A) prior to the Interest Payment Date immediately succeeding the 2d Anniversary Date, in an amount necessary to reduce any Class B Borrowing Base Deficiency to zero, or (B) on or after the Interest Payment Date immediately succeeding the 2d Anniversary Date, in an amount equal to the greater of (1) an amount necessary to reduce any Class B Borrowing Base Deficiency to zero, and (2) all Collections received during the immediately preceding Monthly Period solely to the extent received following the 2d Anniversary Date and that were applied by the Servicer to reduce the Outstanding Principal Balance of the Pledged Receivables in accordance with the Servicing Agreement;
(viii) eighth, to pay to Administrative Agent, Collateral Agent or Paying Agent any costs, fees or indemnities not paid in accordance with clause (ii) above;
(ix) ninth, to pay (A) any accrued and unpaid Servicing Fees payable to a Successor Servicer not paid in accordance with clause (i) above, and (B) any accrued and unpaid Backup Servicing Fees not paid in accordance with clause (ii) above;
(x) tenth, to the Reserve Account an amount equal to any Reserve Account Funding Amount;
(xi) eleventh, to pay all other Obligations or any other amount then due and payable hereunder;
(xii) twelfth, at the election of Company, on a pro rata basis, to the Administrative Agent for further distribution on a pro rata basis to the Class A Managing Agents Revolving Lenders or to the Class B Agent for further distribution on a pro rata basis to the Class B Revolving Lenders, as applicable, to repay the principal of the Class A Revolving Loans or the Class B Revolving Loans, respectively, provided, that each repayment of the Class B Revolving Loans shall be in a minimum amount of $100,000; and
(xiii) thirteenth, (A) prior to the Revolving Commitment Termination 2d Anniversary Date, and provided that no Borrowing Base Deficiency would occur after giving effect to such distribution, any remainder to Company or as Company shall direct consistent with Section 6.56.4, or (B) after the 2d Anniversary Date, (i) 50% to Company or as Company shall direct consistent with Section 6.4, and (ii) 50%, on a pro rata basis, to the Administrative Agent to repay the principal of the Class A Revolving Loans (or, if the Class A Revolving Loans have been paid in full, to the Class B Agent to repay the principal of the Class B Revolving Loans).
Appears in 1 contract
